Special Purpose Entity Provisions. Seller shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Principal Agreements; (b) not incur any Debt or obligation, secured or unsecured, direct or indirect, absolute or contingent, other than pursuant to the Principal Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates other than the assets and transactions specifically contemplated by the Principal Agreements; (d) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (e) comply with the provisions of its organizational documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its Governing Documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable law); provided that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on Seller’s own separate balance sheet (if prepared) and (iii) Seller shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law; (h) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction; (j) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (k) not engage in ...
Special Purpose Entity Provisions. The Trust shall:
Special Purpose Entity Provisions. The provisions of Exhibit 3 attached hereto and made a part hereof are hereby incorporated herein. Capitalized terms used in Exhibit 3 and not otherwise defined herein have the meaning set forth in that certain loan agreement between the Company and Xxxxx Fargo Bank, National Association with respect to the Primary Loan.
Special Purpose Entity Provisions. Notwithstanding any other provisions of this Agreement, for so long as (i) the Partnership is a party to the documents (the "Loan Documents") evidencing and securing the Credit Facility or is otherwise obligated to take any action under the terms of the Loan Documents, or (ii) any obligations are outstanding under the Credit Facility, the Partnership shall not:
Special Purpose Entity Provisions. 47 LEGAL02/40464938v16 9.20 Participation Interests as Securities ........................................................................................ 48 ARTICLE 10 NEGATIVE COVENANTS ..........................................................................................48 10.1 Debt ........................................................................................................................................ 48 10.2 Lines of Business ................................................................................................................... 48 10.3 Subordinated Debt ................................................................................................................. 48 10.4 Loss of Eligibility. ................................................................................................................. 49 10.5 Loans to Officers, Employees and Shareholders ................................................................... 49 10.6 Liens on Purchased Assets and Purchased Items ................................................................... 49 10.7 Transactions with Affiliates ................................................................................................... 49 10.8 Consolidation, Merger, Sale of Assets and Change of Control ............................................. 49 10.9 Payment of Dividends and Retirement of Stock .................................................................... 50 10.10 Purchased Items ..................................................................................................................... 50 10.11 Regulation W ......................................................................................................................... 50
Special Purpose Entity Provisions. Seller shall comply in all respects with Section 9(i) of the LLC Agreement.
Special Purpose Entity Provisions. Each of Owner, Bar Lessee and Operating Lessee hereby represents and warrants to, and covenants with, the Lenders and Administrative Agent that at all times on and after the date hereof and until such time as the Obligations shall be paid and performed in full:
Special Purpose Entity Provisions. Borrower hereby represents and warrants to, and covenants with, Lender that since the date of its formation and at all times on and after the date hereof and until such time as the Obligations shall be paid and performed in full:
Special Purpose Entity Provisions. 60 Exhibits A Initial Commitments; Initial Percentage Interests B Form of Management Agreement C Form of Operating Lease D Hotels Not Subject to Exclusivity Agreement E. Distribution Example AGREEMENT OF LIMITED PARTNERSHIP of MIP LESSEE, LP This AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") dated as of March 31, 1999, by and among MIP GP, LLC, a Delaware limited liability company, having an office at 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, as a general partner ("Opco GP"), MIP Gen Par, LLC, a Delaware limited liability company, having an office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as a general partner ("Oak Xxxx XX"; together with Opco GP, the "General Partners"), MeriStar H & R Operating Company, L.P., a Delaware limited partnership, having an office at 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, as a limited partner ("Opco LP"), Oak Hill Capital Management Partners, L.P., a Delaware limited partnership, as a limited partner ("OHCMP"), Oak Hill Capital Partners, L.P., a Delaware limited partnership, having an office at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as a limited partner ("Oak Hill Parent" and, together with OHCMP, Opco LP and any Person hereafter admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of the Agreement (including Section 8.1), the "Limited Partners"). For purposes of this Agreement, the limited partnership interest in the Partnership held by Oak Hill Parent shall be deemed to consist of two separate limited partnership interests, and Oak Hill Parent shall sometimes be hereinafter referred to as "Oak Xxxx XX," in its capacity as the holder of one such interest, and "OHTE", in its capacity as the holder of the other such interest.
Special Purpose Entity Provisions. Borrower represents, warrants and covenants to Lender as follows:
